Mergers and Acquisitions and Managerial Commitment to Innovation in M-Form Firms Michael A. Hitt; Robert E. Hoskisson; R. Duane Ireland Strategic Management Journal, Vol. 11, Special Issue: Corporate Entrepreneurship. (Summer, 1990), pp. 29-47. Stable URL: http://links.jstor.org/sici?sici=0143-2095%28199022%2911%3C29%3AMAAAMC%3E2.0.CO%3B2-R Strategic Management Journal is currently published by John Wiley & Sons. Your use of the JSTOR archive indicates your acceptance of JSTOR's Terms and Conditions of Use, available at http://www.jstor.org/about/terms.html. JSTOR's Terms and Conditions of Use provides, in part, that unless you have obtained prior permission, you may not download an entire issue of a journal or multiple copies of articles, and you may use content in the JSTOR archive only for your personal, non-commercial use. Please contact the publisher regarding any further use of this work. Publisher contact information may be obtained at http://www.jstor.org/journals/jwiley.html. Each copy of any part of a JSTOR transmission must contain the same copyright notice that appears on the screen or printed page of such transmission. The JSTOR Archive is a trusted digital repository providing for long-term preservation and access to leading academic journals and scholarly literature from around the world. The Archive is supported by libraries, scholarly societies, publishers, and foundations. It is an initiative of JSTOR, a not-for-profit organization with a mission to help the scholarly community take advantage of advances in technology. For more information regarding JSTOR, please contact support@jstor.org. http://www.jstor.org Tue Oct 30 04:02:27 2007 Strategic Management Journal, Vol. 11, 29-47 (1990) MERGERS AND ACQUISITIONS AND MANAGERIAL COMMITMENT TO INNOVATION IN M-FORM FIRMS MICHAEL A. HlTT and ROBERT E. HOSKISSON College of Business Administration, Texas A&M University, College Station, Texas, U.S.A. \ R. DUANE IRELAND Hankamer School of Business, Baylor University, Waco, Texas, U.S.A. Acquisitive growth has beconze a high1-y popular strategy in recetzt years. Thus, nzore attetztiotz has been focused on its outcomes. This paper presents theory suggestitzg a tradeoff between growth by acquisition and managerial cotnmitnzetzt to itznovation. The nzodel developed herein proposes that the acquisition process, atzd the resulting conditions after the acquisition is consummated, affect nzanagerial commitment to innovation. Specijically, the extent to which acquisitions serve as a substitute for itznovation, energy and attention required during negotiations, itzcreased use of leverage, increased size, atzd greater diversijicatiotz may affect nzanagers' Lime and risk orientations. Because of these effects, nzanagers may reduce their comnzitment to innovation. The implications of the relationships specijied itz the model are also examined. INTRODUCTION Large diversified firms have increasingly pursued growth through mergers and acquisitions. Pitts (1977) suggested that internal growth and growth through acquisitions were equally attractive alternatives. More recently, Lamont and Anderson (1985), using a random sampling procedure, found that large multibusiness firms are placing a stronger relative emphasis on the strategy of acquisitive growth. Similarly, Porter (1987) examined 33 large firms and found that these firms had diversified their operations more through acquisitive growth than through alternative means. However, Porter (1987) discovered that acquisitions often resulted in unsatisfactory performance that in turn led to a large number of post-acquisition divestitures. Roll suggested that gaim achieved through acquisitions or takeovers 'may have been overestimated if they exist at all' (1986: 198). Although there is some evidence to the contrary (e.g. Jensen, 1988), the mostly neutral and 0143-20951901050029-19$09.50 01990 by John Wiley & Sons, Ltd sometimes negative results achieved by the acquiring firm indicate that mergers and acquisitions involve trade-offs. For example, Fowler and Schmidt (1989) found that performance declined after a tender offer acquisition (using both accounting and stock market measures). However, this general decline could be improved by previous acquisition experience and affected by percentage of ownership and firm age. Hopkins (1987) found that acquisitions often led to a decline in market position. Mueller (1985) reported that companies acquired in conglomerate and horizontal acquisitions experienced substantial losses in market share. Another trade-off is demonstrated by Pitts' (1977) results showing that firms following an acquisitive strategy invested less in R&D than did internal growth firms. This paper presents theory suggesting a tradeoff between growth through acquisitions and managerial commitment to innovation in the acquiring firm. Commitment to innovation is defined as managerial willingness to allocate 30 M. A . Hitt, R. E. Hoskisson and R, D. Irelund resources and champion activities that lead to the development of new products, technologies, and processes consistent with marketplace opportunities. For an industry or economy it may be argued (from the financial market perspective, Jensen, 1988) that acquisitive takeovers have facilitated the rational restructuring of corporate assets, resulting in an increase in firms' competitiveness. Additionally, Lubatkin (1988) noted that mergers combining related business units may reduce risk and produce greater shareholder value. Nonetheless, an individual firm may incur negative consequences because of its acquisitive activity. The model presented in Figure 1 suggests that the relationship between firm growth through acquisitions and managerial commitment to innovation is complex. First, the acquisition process has direct effects on managerial commitment to innovation. A significant direct effect includes the use of acquisitions as a substitute for innovation because of the risk in pursuing innovation and trade-offs in resource allocations. Another direct effect is the amount of managerial energy absorbed by the acquisition process. Such absorption results in a lower propensity for other managers within the firm to pursue risky projects that require the support of top-level managers whose energies are directed primarily toward the acquisition process. A third direct effect is the increased debt levels that often are necessary to finance acquisitive growth (Michel and Shaked, 1985). As debtholders gain power relative to other stakeholders, the acceptability of pursuing risky projects may decrease. This outcome may occur because debtholders are usually more riskaverse than equity or stockholders (Smith and Warner, 1979; Williamson, 1988). There are also certain attributes of a firm that tend to change when a merger or an acquisition is completed. These attributes, which affect managerial commitment to innovation, are related to the way the newly combined firm is managed. Included among these attributes are firm size. level of diversification, and the organizational control systems that they produce. Almost by definition, firms pursuing growth through acquisitions become larger and the range of their operations may become more diversified. In turn, increasing size and diversification affect the types of control systems that are used within the acquiring firm following an acquisition. For instance if, through acquisitions, a firm continues to diversify beyond its center of gravity (Galbraith and Kazanjian, 1986) or beyond the ability of its managers to control the firm's operations (Hill and Hoskisson, 1987), the indirect result may be loss of strategic control. (+) AND Figure 1. Effects of mergers a n d acquisitions on managers' commitment t o innovation in the acquiring firm Mergers a n d Acquisitions and Managerial Commitment t o Innovatiorz That is, managers may find that they are attempting to compete in a business that they do not understand fully. Furthermore, managers may find their ability to manage is bounded by the information-processing requirements in the firm's new competitive markets. In such instances, managers may substitute financial evaluation criteria for strategic criteria. These substitutions occur because managers may not have the expertise required to process richer strategic information (financial criteria require less information processing). Acquisitive growth may also increase firm size to a level that necessitates reliance on more formalized, bureaucratic controls. In combination, larger size and increased diversification may affect managers' ability to control current operations. These various effects of mergers and acquisitions on managerial commitment to innovation are depicted in Figure 1, and are examined in detail in the remaining sections. TRADE-OFFS AND MANAGERIAL ENERGY ABSORPTION In the popular business literature it is argued that often, after acquisitions, resources allocated to an acquired firm's research and development projects are reduced or, in some cases, eliminated (e.g. Siwolop, 1987). Proponents of this view suggest that these actions are taken partially because of trade-offs that occur. For example, acquisitions may serve as a substitute for innovation. Additionally, investment in R&D may be reduced in order to increase short-term profits to pay for debts and related costs incurred in completing an acquisition (Clark and Malabre. 1988). Acquisitions as a substitute for innovation Perceived risk affects the relationship between acquisitive growth and commitment to innovation. Internal development may be perceived by managers to entail high risk because of the low probability of innovation success and the length of time required for innovation to provide adequate returns (Clark and Malabre, 1988; Biggadike, 1979). Biggadike (1979), for example, found that new ventures require an average of 8 years to achieve profitability and 12 years to 31 generate adequate cash flows. Based on this evidence, he concluded that new, internal ventures were very risky. Mansfield (1969) and Hill and Snell (1989) agreed with the high risk of internal development because of the large failure rate of innovations. Mansfield estimated that up to 88 percent of innovations fail to achieve adequate returns on investment. Consistent with this position, Hill and Snell argued that although innovation was in the best interests of, and preferred by, stockholders, managers bear the consequences of its failure. Thus, top-level managers prefer to invest fewer resources in internal development (e.g. R&D) when faced with resource constraints or when other attractive investment alternatives exist. Acquisitions may serve as an attractive alternative to investment in R&D because they offer immediate entrance to a new market and/or a larger share of a market served currently by the firm (Balakrishnan, 1988; Shelton, 1988). While risk does exist, the outcomes are more certain and can be estimated (or forecasted) more accurately with acquisitions than with internal development. Constable (1986) argued that acquisitions have become a common means of avoiding risky R&D expenditures. Furthermore, Burgelman (1986) suggested that firm growth and development can be achieved through either acquisitions or innovations. I-Towever, because of resource constraints. most firms emphasize one or the other approach. For example, acquisitions often require significant resource commitments resulting in fewer resources to invest in other strategies. Therefore, acquisitions may serve as a substitute for innovations, particularly when resources are inadequate to pursue both acquisitive growth and internal development strategies. Interestingly, once managers begin to purchase innovations by acquisition, their commitment to this approach tends to escalate over time because internal R&D competency is likely to be reduced. Again, this is especially true when resources are scarce. Thus, the evidence suggests the following hypothesis: Hypothesis l a : There is a positive relationship between a strategy of acquisition artd managerial risk aversiorz and the amount of resources uiiocated to acquisifiorz. Hypofhesis 1 b: Tizere is a negative relationship between managerial risk aversiorz and the M . A. Hitt, R. E. Hoskisson and R. D. Ireland 32 amounr of resources aIIocated to acquisitions and managerial commitment to innovation. Hypothesis 2b: There is a rzegative reIatiorzship between the acquiritzg firm's level of debt and managerial commitment to innovation. Debt Often the need for substantial resources to complete acquisitions requires that firms resort to the use of debt. As noted previously, firms may trade off payment of debt and debt costs for investments in R&D. This argument is supported in the empirical literature. Constable (1986), for example, concluded that diversification by acquisition diverts investments from internal development. Michel and Shaked (1985) found that firms acquiring an unrelated business employed more leverage than other types of firms. These firms increase diversification to reduce their business risk, but greater amounts of leverage increase financial risk. Thus, these firms often reduce costs to decrease their financial risk, thereby using the increased returns to pay debt costs and reduce overall debt. Myers (1984) concluded that lack of capital and an avoidance of risk form major barriers to innovation. A lack of internal capital or access to increased equity capital forces firms to employ additional leverage. Williamson (1988) proposed that debt operates largely through a set of strict rules. He suggested that these rules impose higher costs for risky projects where the assets involved are not redeployable for other purposes. The creation of innovation through R&D involves assets that are largely non-redeployable, suggesting that such activity is unlikely to be financed with debt. Thus, there may be a preference to use debt to fund acquisitions rather than to support R&D activities. This tendency exists because of a perception of less risk with acquisitions and a belief that such resources are invested in assets that are, for the most part, redeployable. Thus, increased leverage is likely to lead to greater risk aversion. This conclusion is supported by Baysinger and Hoskisson (1989), who found a negative relationship between levels of long-term debt and R&D expenditures after adjusting for firm size. It appears, then, that increasing levels of debt may produce managerial risk aversion, and in turn, a reduced managerial commitment to innovation, suggesting the following hypotheses: Hypothesis 2a: There is a positive relationship between a strategy of acquisition and the acquiring firm's level of debt. Managerial energy absorption The acquisition process often absorbs significant amounts of managerial energy and time, thereby diverting attention from other important matters. Acquisitions require extensive preparation and sometimes laborious negotiations. Firms following an active strategy of acquisitions conduct searches for viable acquisition candidates involving extensive data-gathering and analyses. Although executives generally are not involved in the datagathering and analyses, they must review all of the data and narrow the list of candidates. Furthermore, they must select the acquisition target(s) and formulate an effective acquisition strategy. Once this is accomplished, negotiations begin. The negotiations alone can consume considerable time, particularly if the acquisition involves an unfriendly takeover. However, even friendly takeovers require an agreement among parties concerning a range of meticulous details. This process, then, demands much attention and energy on the part of executives (from both the acquiring and acquired firms). Often, during this process, managers' attention is diverted from other internal matters, frequently those that are important and long-term in nature. Thus, during the acquisition process, and more so in the final stages (selection of target, merger negotiations, etc.), top-level managers' attention and energy are devoted largely to the successful conclusion of the acquisition. Obviously, then, they must continue to make important operational decisions (short-term) or delegate them. Much energy and attention is also required of the executives in the target firm as well. Frequently, operations in target firms that are being pursued vigorously for acquisition operate in a state of virtual 'suspended animation'. Daily operations continue in the target firm but decisions requiring long-term commitments are often postponed pending outcome of the merger. In fact, managers in the target firm generally are reluctant to make long-term commitments of resources (e.g. R&D expenditures) unless they do so for defensive purposes (e.g. to reduce the firm's cash position, having the effect of making the firm less attractive as an acquisition candidate). Walsh (1989) and Hirsch (1986) Mergers and Acquisitiorzs and Managerial Commitment to Innovation argued that target firm managers involved in such deals often experience job loss and reputation 'wounds'. Therefore the process of acquisition creates a short-term perspective and heightened risk aversion among the top-level managers of both the acquiring and target firms. The effects of higher debt and managerial energy absorption resulting from an acquisitive growth strategy are shown in Figure 1. Once the merger is completed, the process of post-merger integration becomes critical (Fulmer and Gilkey, 1988; Perry, 1986; Shrivastava, 1986; Sales and Mirvis, 1984; Lindgren and Spandberg, 1981). It has been estimated that almost one-half to two-thirds of all mergers simply do not work (Business Week, 1985c), and that one-third of all merger failures are caused by faulty integrations (Kitching, 1967). Ravenscraft and Scherer (1987) conservatively estimated that one-third of all acquisitions completed in the 1960s and 1970s have been divested. These facts suggest that managers must devote time and energy to assimilate successfully an acquired firm, resulting in the following hypotheses: Hypothesis 3a: There is a positive relatiorzship between a strategy of acquisitiorz and the amount of time and energy managers devote to the acquisition process. Hypothesis 3b: There is a negative relationship between the amount of time and energy managers devote to the acquisition process and their commitment to innovation. Once the acquisition has been completed successfully, and the merged firms integrated, effective management of the newly formed firm becomes critical. As a result, the effects of increased size and diversification become important issues for top-level managers. MANAGING LARGE DIVERSIFIED FIRMS Acquisitions produce larger firms, often resulting in additional degrees of diversification. As Figure 1 denotes, in larger and more diversified firms top-level executives search for means to exert or maintain organizational control. Recent evidence proposes that, when faced with increased amounts of diversification, executives make trade-offs 33 between strategic and financial controls (Hoskisson and Hitt, 1988). In more focused organizations-that is, those that are not highly diversified (e.g. a dominant business firm)strategic controls are the primary means of control that are used. In contrast, financial controls are emphasized in more diversified (e.g. unrelated business) firms. In addition, reliance on formal behavioral controls increases in large firms (Mintzberg, 1979). In contrast, smaller firms rely more heavily on informal behavioral and procedural controls. Figure 1 illustrates three types of controls used in managing large diversified firms: strategic, financial, and formal behavioral (or bureaucratic) controls. These controls are used to different degrees within the multidivisional structure (Mform) (Williamson, 1975), a structural form used by firms as growth and diversification occur. This structural form is common in firms that grow through acquisition (Salter and Weinhold, 1978). The M-form has several unique features, including: (1) establishment of a division for each distinct business; (2) decentralization of responsibility for operating each division; and (3) centralization of strategic and financial controls and resource allocations in the corporate office. Strategic controls refer to the ability of toplevel managers to use strategically relevant criteria when evaluating plans and competitive intentions proposed by business unit managers. Gupta (1987) suggests that these controls emphasize more subjective and sometimes intuitive criteria to evaluate business unit manager performance. Financial controls refer to an emphasis on objective performance criteria used by top-level managers when evaluating the performance of business unit managers. These criteria are made possible in the M-form by having separate divisions or business units, permitting a strict application of these criteria and eliminating the need to rely on more subjective controls. However, the use of financial controls becomes more problematic as the degree of interdependence across business units increases (Jones and Iiill, 1988; Hill and Hoskisson, 1987; Thompson, 1967). Bureaucratic controls refer to actions that formalize authority and reporting relationships such that procedures become standardized and result in predictable behaviors. With respect to managerial levels, bureaucratic controls refer to planning, budgeting, and auditing procedures and 34 M. A. Hitt, R. E. Hoskisson and R. D. Ireland responsibilities to structure managerial actions so that predictable outcomes are achieved. At lower levels these controls result in formalization of role behaviors. All organizational controls affect managerial commitment to innovation and, eventually, firm performance. In general, financial controls and formal bureaucratic or formal behavioral controls tend to lower managers' commitment to innovation (Baysinger and Hoskisson, 1989; Hlavacek and Thompson, 1973, 1978). In contrast, the use of strategic and informal behavioral controls tends to increase managerial commitment to innovation (see Figure 1). The literature suggests that the form of organizational control may vary by the size and diversification of the firm (cf. Hoskisson and Hitt, 1988). Diversification The body of research that examines the relationship between diversification and R&D expenditures as a measure of managerial commitment to innovation shows conflicting results. It is argued herein that this research can be understood more clearly by examining how increases in diversification are managed through organizational controls. Clearly, executives have incentives to pursue diversification through acquisitions. The notion that increasing diversification reduces the firm's overall risk is well accepted in the popular literature. Reductions in overall risk also diminish a CEO's employment risk (Hill, Hitt, and Hoskisson, 1988; Amihud and Lev, 1981). Thus, although recent evidence raises questions about the actual risk reduction properties of diversification (Lubatkin and O'Neill, 1987), it has been a popular strategy for several years. One important reason for the popularity of diversification is that it allows a firm to acquire technology that is new to the firm but is not new to the market. In turn, however, the acquisition of a new technology may reduce the incentive to allocate the resources necessary to develop new technologies within the firm. The research literature, however, includes conflicting results on this issue. For example, Kelly (1970) found that larger investments in research and development were made in diversified firms as compared to less diversified firms. But additional evidence from Kelly's study suggested that the advantages of diversification for research and development activities occur primarily for technically related products being offered within the same industry. Thus, one may conclude that related diversification should produce positive investments in R&D, resulting in greater innovation. Unfortunately, the relationships are not that simple. For example, R&D-intensive firms tend to diversify into other R&D-intensive industries (MacDonald, 1985; Stewart, Harris, and Carleton, 1985; Wood, 1971). However, R&D-intensive firms may not remain intensive after diversifying acquisitions. Although Eckbo (1985) argued that horizontal acquisitions did not decrease competition, Jaffe (1986) and Cartwright, Kamerschen, and Zieburty (1987) found that related acquisitions did reduce competition. Jaffe (1986) also concluded that lower competition reduced incentives to innovate. Eiamilton and Lee's (1985) results, indicating that vertical acquisitions also reduced competition, support Jaffe's (1986) arguments. These findings are in contrast to Schumpeter's (1961) proposition that monopolies (also oligopolistic firms) should be the most efficient producers of innovation. However, Brock (1983) found that having a monopoly mitigated against innovation. He noted the example of Eastman Kodak which decided belatedly to enter the markets for cartridgeloading and subminiature amateur photography. This decision was reached in spite of the fact that the technology, pioneered by others, had been available for decades. Kamien and Schwartz (1982), on the other hand, argued that a firm operating in a business that has been defined narrowly may be unwilling to produce and market a new product idea, from R&D activities, if that idea is unrelated to the firm's core business. They suggested that a more highly diversified firm may be better able to utilize (and thus profit from) serendipitous innovations, and concluded that if such profits are expected these firms may become more R&D-intense. Jose, Nichols, and Stevens (1986) argued that diversification may have major effects on performance but that firm R&D intensity is related largely to the level of industry R&D intensity. Furthermore, Lunn and Martin (1986) did not find a significant relationship between diversification and R&D activity. Finally, Scherer Mergers and Acquisitions and Managerial Commitment to Innovation (1965), and Johannisson and Lindstrom (1971) were not able to discern a relationship between level of diversification and number of patents. Recently, Hoskisson and Hitt (1988) found, after controlling for industry and organizational' size, that the amount of R&D intensity differed by level of diversification. Hoskisson and Hitt (1988) and Baysinger and Hoskisson (1989) found relative R&D expenditures to be lower in highly diversified firms as compared to less diversified firms. Viewed together, these results suggested that dominant business firms invest more in R&D relatively than do related or unrelated business firms. Hoskisson and Hitt (1988) concluded that these outcomes result largely from the different control systems necessary to manage the level of diversification. Control systems may also change because the diversifying acquisitions can be designed to produce a change in the firm's 'center of gravity'. According to Galbraith and Kazanjian (1986), a firm's center of gravity is established by starting operations in a specific industry at a particular stage in the product market stream. Each industry has specific, and often different, critical success factors. As such, the firm and its managers' values, operational systems, and strategies are shaped by this center of gravity. The center of gravity rarely changes rapidly. Strategic changes may occur around the center, but the center itself often remains stable. However, it can change as a result of purposive strategy, or on occasion it may change accidentally. Whether purposive or accidental, a common means through which a firm's center of gravity is changed is when a firm acquires companies in different industries. Otherwise, the change is slow, difficult, and may never occur. For example, firms may integrate vertically by purchasing upstream or downstream businesses with the intent of placing emphases on these operations to change the center of gravity. On the other hand, a strategic shift may occur unexpectedly as a result of a merger. This may take place, for example, when the acquired firm becomes dominant over time because of excellent performance, thereby increasing its power with stockholders. Changes in the center of gravity create a problem for top management in their efforts to manage successfully. Top-level managers often have strong knowledge of their firm's original 35 center of gravity but may not have a good understanding of the operations of the new center of gravity. As a result, they may perceive a need to institute a new form of control system, one that is based more on objective performance indicators as opposed to more subjective assessments of actions that have been taken. This shift in control systems, as discussed later, can affect managerial commitment to innovation. In total, there appears to be some degree of conflict regarding the effect of diversification on managerial commitment to innovation. Although a number of theoretical and methodological explanations may exist for this conflict, the arguments noted above suggest that control systems are a likely moderator of this relationship. For instance, although highly diversified firms may be able to better utilize serendipitous innovations, the market may not value these firms investing heavily in R&D (Hoskisson and Hitt, 1988). This lack of perceived value occurs because the financial controls required with high levels of diversification (Dundas and Richardson, 1982) create managerial risk aversion (Hayes and Abernathy, 1980). Furthermore, specific industry requirements may become 'blurred' for corporatelevel executives in highly diversified firms because with diversifying acquisitions there is a loss of strategic control. The evidence discussed above suggests the following hypothesis: Hypothesis 4: There is a negative relationship between the acquiring firm's level of diversification and managerial commitment to innovation, through a change in control system. The effects of diversification on managerial commitment to innovation occur because of the set of organizational conditions created to help manage the firms effectively as they become more diversified. In particular, the relationships posed are based largely on the type of control systems utilized (see Figure 1). Strategic corltrols In dominant business (that is, less diversified) firms, corporate executives are able to evaluate the plans and intended actions of business unit managers using strategic criteria. However, it is 36 M . A. Hitt, R. E. Hoskisson and R. D. Ireland increasingly difficult for these managers to process effectively the volume of information they receive as the firm becomes more diversified (Hill and Hoskisson, 1987). With increased diversification, corporate executives' spans of control increase. To manage larger spans of control, corporate executives increasingly have employed portfolio techniques. Although portfolio techniques are relatively sophisticated, they result in an allocation of resources based primarily on sources and uses of cash rather than strategic criteria (Hamermesh, 1986; Porter, 1985). These are important criteria for evaluating managerial performance; however, they do not yield the richness of information necessary to evaluate and allocate resources based on robust competitive information. In fact, Haspeslagh (1982) found that, in practice, portfolio techniques often result in the allocation of resources based on a costefficiency criterion. Such allocation patterns foster a bias toward short-term operational efficiency. Lecraw (1984) suggested that executives in highly diversified (e.g. unrelated business) firms often make decisions regarding how resources should be allocated that do not maximize the firm's competitive performance. If business unit managers believe that resources will be allocated primarily in terms of short-term criteria, they will be less likely to invest heavily in R&D (Baysinger and Hoskisson, 1989). The M-form has not only allowed top-level managers to manage broader spans of control, it has also created a separation between corporateand operational-level decision-making processes. Ellsworth (1983) suggests that this separation results in corporate managers using external capital market rating criteria (e.g. bond ratings) instead of strategic criteria. These external criteria tend to be used because top-level managers lack the product market knowledge required to apply strategic criteria successfully. Thus, as an M-form firm becomes more diversified, two conditions result. First, the horizontal, managerial span of control increases. Second, the vertical separation from knowledge associated with operational decision-making increases. These outcomes suggest that overall strategic control becomes limited as a firm's degree of diversification increases. This evidence suggests the following hypotheses: Hypothesis 4a: There is a negative relatiorlship between the use of strategic corltrols by corporate executives (to evaluate division managers' performarlce and on which to base resource allocations) and marzagerial commitment to innovation. Hypothesis 4b: There is a positive relationship between the use of strategic controls and managerial committnetlt to itrnovation. Thus, a reduction in the use of strategic corltrols produces lower managerial commitment to innovation. Firlarlcial controls In more diversified M-form firms (e.g. relatedlinked and unrelated business firms), there is a trade-off in the emphasis between strategic and financial controls (Hoskisson and Hitt, 1988). In the M-form the decentralization of operating responsibility is accompanied by centralized financial controls that are used to allocate resources. Hoskisson et al. (1989) suggested that the financial controls applied in M-form firms tend to produce shortened time horizons and risk-aversion for the division (or business unit) managers. Often, these managers are evaluated on standard 'return on investment' criteria, with managerial rewards contingent on these criteria. In large diversified firms, top-level managers rarely have an effective working knowledge of their multiple businesses. As such, they rely almost exclusively on financial results for evaluation of business unit manager performance. Rappaport (1978) and Hayes and Abernathy (1980) argued that a focus on short-term financial results has caused a lower commitment to innovation, resulting in fewer allocations to research and development. In turn, this has contributed to a competitive crisis for many firms in the United States. Hayes and Abernathy (1980) suggested that this is evidenced by U.S. managers' preference for servicing existing markets rather than creating new ones. For example, Business Week (1985a,b; 1987) proposed that GE's acquisition of the RCA Corporation allowed G E to remain in relatively safe and established domestic markets rather than pursuing leading-edge product innovations. An outcome associated with this type of acquisition was a reduction in GE's allocations to R&D. During 1987, GE spent approximately $300 million less on R&D as compared to the previous year (Clark and Malabre, 1988). Mergers a n d Acquisitions a n d Managerial C o m m i t m e n t t o Innovation A second result of a focus on short-term financial evaluation criteria is that business unit managers become more risk-averse. In contrast to top-level executives, business unit managers cannot diversify their employment risk. Therefore, proposing risky investments (e.g. in R & D ) places the business unit manager's future earnings at risk. Because financial performance outcomes are a function of managerial behavior, as well as a variety of casual factors beyond management control, financial incentives based on outcome performance shift some of the risk of the firm to the business unit manager (Eisenhardt, 1985) and lead to increased managerial risk aversion. Furthermore, Yarrow (1973) suggested that those who are successful in being promoted to toplevel management positions receive promotions partially because they have been cautious o r risk-averse. In light of this outcome, business unit managers prefer less risky investments with predictable returns (the outcomes that result from these preferences are suggested in Figure 1). These findings suggest the following hypotheses: Hypothesis 4c: There is a positive relationship between diversification and the use of financial controls by corporate executives (to evaluate division managers' performance and on which to base resource allocations). Hypothesis 4d: The use of financial corltrols in diversified, acquisitive M-form firms is negatively related to business unit managers' commitment to innovation (because they produce a short-term orientation and managerial risk aversion). Acquisitions d o not always result in a greater degree of diversification. Because of this, other variables may interact to affect managerial commitment to innovation in firms growing through mergers and acquisitions. Among the most significant of these variables is firm size. Firm size Schumpeter (1961) hypothesized that large firms are more innovative than small firms. Large organizations often have more sustained and efficient R & D programs as compared to small ones. Larger size is a natural outcome of an 37 acquisition. Thus, according to the Schumpeterian hypothesis, acquisitions should, over time, result in greater amounts of innovation. H e argued that economies of scale in R & D activities allowed large companies to be more efficient in the development of innovation, resulting in the production of more innovative output for a lower investment. Furthermore, researchers working in large organizations should be more productive, because they have a greater number of research colleagues with whom to interact and discuss ideas, creating the possibility that greater specialization might be achieved among the researchers as well. Additionally, a large firm should have greater ability to 'exploit' innovative ideas; that is, the firm's ability to produce and market new innovations is due to the likelihood of higher market power. Finally, large firms should be able t o assume greater levels of risk as compared to small firms, suggesting a positive relationship between firm size and amount of innovation. Analysis of the Schumpeterian hypothesis Research results d o not support fully the Schumpeterian hypothesis. For example, Horowitz (1962) and Hamburg (1966) found only weak, positive relationships between R & D intensity and firm size. Mansfield (1971) discovered that maximum innovative output occurred at about the size of the sixth-largest firm in the petroleum and coal industries; however, very small firms were found to be the most innovative in the steel industry. Smith (1974) reported that the largest firms in the electric power industry did not invest relatively more in R & D than did smaller firms, and that intermediate-size firms were the most R & D intense. Schmookler (1972) discovered that the largest firms spent almost twice as much on R & D per patent as did the smallest firms. Thus, economies of scale in R & D may not necessarily exist for large organizations. Schmookler (1972) also suggested that small commercial firms utilize a greater proportion of their patents than d o large firms. Thus, large firms may not exploit innovative ideas effectively (as was argued by Schumpeter). Link (1978, 1980) found that, beyond some level, size is not necessarily conducive to R & D . Finally, Tassey's (1983) results, showing that beyond a threshold level firm size does not provide an advantage for innovative output, support Link's findings. Per- 38 M . A. Hitt, R. E. Hoskisson and R. D. Ireland haps this inverted U-shaped relationship provides at least a partial explanation for Bettis's and Prahalad's (1983) findings that the proportion of funds allocated to new product investments was not highly related to size. Causes of the relationship between size and innovation Several arguments describing the reported inverted U-shaped relationship between firm size and innovation appear in the literature. Collier (1983) suggested that, as firms grow larger, they often mature simultaneously. With increasing levels of maturity, firms tend to become more formalized and the rate of technological change slows. Dougherty (1979) argued that large firms have significant discretionary economic power but often use it to reduce, rather than promote, the development and implementation of new technology. Hannan and Freeman (1984) proposed that, up to some threshold level, organizations tend to be reasonably flexible and responsive. Beyond that point, however, higher levels of inertia are encountered, leading to the conclusion that large size creates inertia. Mansfield (1983) found that large firms conduct a disproportionately low amount of risky researchthe kind of research that is designed to result in the development of entirely new products and processes. Thus, one may conclude that large firms are risk-averse rather than risk-taking (in contrast to Schumpeter's arguments). Additionally, as compared to new firms, large companies may have a great deal of investment in and commitment to their existing technology, making it more difficult for them to develop a strong commitment to change their technology. Because large organizations are difficult to manage, control systems are developed to assist managers in this complex task. These control systems, which are linked to the structure designed and employed to aid strategy implementation, often result in risk-averse managerial behaviors. This line of reasoning fits Williamson's (1975) explanation. He argued that large multidivisional firms are not efficient in the development of innovations. Rather, these firms are more efficient in the manufacture and distribution of new products to the marketplace. Smaller, entrepreneurial firms, he suggested, are more efficient at developing innovation, but are less efficient in the manufacture and distribution of new products to the marketplace. The efficiency of smaller firms is linked to their ability to provide a flexible structure and a more hospitable environment for innovative endeavors. Kamien and Schwartz (1982) argued that large firms develop bureaucratic structures with multiple rules, creating a less hospitable environment for innovative endeavors. They also noted that top technical talent is attracted to smaller firms where greater latitude in research work is permitted, and in some cases encouraged. Furthermore, larger companies may find it difficult to define problems requiring solutions. In light of this evidence, Kamien and Schwartz (1982) concluded that, up to some point, both R&D intensity (i.e. R&D expenditures divided by sales) and inventive activity increase proportionately with firm size, but then decrease thereafter. The general effects of size on innovation are shown in Figure 2. As depicted there, the positive effects on innovation of economies of scale, specialization, quality colleagues, and the ability to exploit opportunities increase rapidly, up to some point, but eventually level off (see curve A). In contrast, the effects of commitment to existing technology and increasing formalization remain relatively stable, to some point, but then begin to have increasingly negative effects (e.g. increases in turnover among talented researchers). The reduction in innovation output is most likely related to the increasing formalization of the work environment (Ettlie, Bridges, and O'Keefe, 1984; Hlavacek and Thompson, 1973, 1978)-see curve B-and the resulting decrease in managerial commitment to innovation. These effects result in an inverted Ushaped relationship between size and innovation, as indicated by curve C in Figure 2. The relationship among size, formal behavioral controls, and managerial commitment to innovation is shown in Figure 1. The negative relationship between formal behavioral controls and managerial commitment to innovation is displayed in curve C (after point X) in Figure 2. Prior to point X, emphasis is placed on the use of informal behavioral controls. After point X, further increases in size produce greater formal behavioral controls which, in turn, reduce managerial commitment to innovation. Therefore, the literature suggests the following hypothesis: Mergers and Acquisitions and Managerial Commitment t o Innovation Size 39 x Quality Colleagues, Ability to Exploit Opportunities and Increasing Formalization Overall Effects Figure 2. Effects of size on innovation Hypothesis 5: There is an inverted U-shaped relationship between firm size and managerial committner~tto innovation through a change in cot1fro1 systems. The control systems change with increasing size and the new control systems produce negative effects on managerial commitment to innovation. Thus, the effects of size on managerial commitment to innovation are based on the organizational conditions created. Formal behavioral controls In smaller firms, corporate executives are able to use informal supervisory and behavioral controls to monitor and evaluate managerial actions. However, with increasing size that often results from additional diversification, more formal supervisory and behavioral controls are required. These bureaucratic controls become necessary for several reasons. As firms grow, top-level managers' spans of control increase. In turn, authority and responsibility are decentralized to lower-level managers, resulting in an increased number of managerial levels. An outcome of multiple levels of managers can be additional structural complexity (Mintzberg, 1979; Khandwalla, 1978). Bureaucratic controls result in more rigid and standardized managerial behavior that, in turn, contributes to organizational inertia (Romanelli and Tushman, 1986; Hannan and Freeman, 1984) and reduced managerial commitment to innovation (Hlavacek and Thompson, 1973, 1978). For example, Ettlie et al. (1984) found that centralized decision-making was necessary for radical innovations to be adopted. They found that decentralization produced incremental innovations and that strong support from toplevel managers was necessary to initiate and implement radical innovations. Therefore, structural elaboration may result in safer (less radical) approaches to innovation. With acquisitions, the acquired firm must be integrated into the acquiring firm's control systems. In large, dominant or related business firms, the acquired firm often is required to adopt centralized bureaucratic controls. However, in large unrelated business firms the acquired firm 40 M . A. Hitt, R. E. Hoskisson a n d R. D. Ireland may be allowed to use its existing bureaucratic controls because of the diversity of operations among and across the various business units. As noted earlier, acquisitions result in larger organizations. Ettlie et al. (1984) found that larger organizations promoted more structural complexity, formalization, and decentralization which were negatively related to new product introductions. Furthermore, larger firms tend to adopt other control devices, such as centralized and cumbersome review procedures, when implementing investments in new projects (Loescher, 1984). These controls discourage managerial commitment to innovation (see Figure 1). The results reported in the literature suggest the following hypotheses: Hypothesis 5a: There is a positive relationship between firm size and the adoption of bureaucratic control procedures after firm size reaches a point where efjiciency concerns offset economies of scale. Hypothesis 56: There is a negative relationship between the use of bureaucratic control procedures and managerial commitmetlt to innovation. Summary Table 1 summarizes the hypothesized relationships among size, diversification, and organizational controls. As noted in the table, with increasing levels of diversification, managers make a trade-off in their emphasis between strategic controls and financial controls. With increasing size, managerial behavior and procedural controls become more formal. Also, there is an interaction effect between increasing diversification and increasing size on the set of organizational controls that are used. For instance, a small dominant business firm, such as Nucor Steel, would fit in the lower left portion of Table 1. Nucor Steel emphasizes strategic controls. In a simultaneous fashion, however, adequate financial controls are maintained and managers use informal behavioral controls. These informal behavioral controls are operationalized through monthly strategy meetings with business unit managers. But as organizations such as Nucor become more diversified (both in product and geographic diversity), additional financial Table 1. Primary control emphases by size and diversification Size Diversification Dominant Larger Strategic controls Formal behavioral controls Smaller Strategic controls Informal behavioral controls Related Unrelated Strategic1 financial controls Formal behavioral controls Financial controls Strategic1 financial controls Informal behavioral controls Financial controls Decentralized formal behavioral controls Decentralized informal behavioral controls controls are traded off for less strategic control. Furthermore, more formal budgetary and review procedures (bureaucratic controls) are required with larger size. DISCUSSION The research literature suggests that merged firms may not perform as well over time as firms not involved in acquisitions. There are multiple reasons for these outcomes. This paper has focused on one of these reasons-the effects of acquisitions on managerial commitment to innovation. Evidence suggests that acquisitions affect R&D investment through the process of making acquisitions and because of a firm's size and its level of diversification that result from mergers and acquisitions. Acquisitions often serve as a substitute for innovation and for increasing levels of debt to finance them. In addition, the process of making acquisitions (e.g. searching for candidates, negotiation, and so forth) absorbs significant amounts of managerial energy and attention. Recent experiences at RJR Nabisco Inc. suggested that significant amounts of managerial energy were absorbed by a type of acquisition-related activity (in this case the leveraged buyout of RJR Nabisco by KKR). Mergers and Acquisitions and Managerial Commitment to Innovation Specifically, this process resulted in the spreading of rumors and the creation of uncertainty for employees, many of whom were reported to be quite angry with top-level executives. Large amounts of time were required in order for executives to address these issues and concerns (Helyar, 1988). With increasing diversification it is necessary for managers to make trade-offs between strategic controls and financial controls. Consequently, in highly diversified firms, financial controls are emphasized. This emphasis is necessary because financial controls allow top-level managers to cope successfully with the amount of information that they must process. However, financial controls cause business unit managers to focus on the short term and to become more riskaverse, thereby reducing their commitment to innovation. With increasing organizational size, trade-offs between informal and more formalized behavioral controls are made. Increased formalization creates more structured employee responses to various situations. These responses often produce cumbersome review procedures for managerial investment in new projects. Over time these bureaucratic controls likely have a negative influence on the culture supporting innovative activity (Kerr and Slocum, 1987; Ouchi, 1979) and cause managers to reduce their commitment to innovation. Acquisitions can create a form of technological myopia with an emphasis on short-term results (Wyman, 1985). It has been argued (e.g. Clark and Malabre, 1988) that an emphasis on shortterm results has contributed to a reduction in basic research expenditures in U.S. industry. This situation is particularly worrisome, given that basic research is critical to many firms' long-run health. It has been estimated that roughly 3 percent of today's R&D outlays are devoted to basic research. The percentage has declined from 5.4 percent in 1979 (Clark and Malabre, 1988). Of additional importance is the fact that acquisitions often require substantial resources, either to finance the acquisitions or to fend off unfriendly takeovers. In both instances the net outcome is a diversion of resources from internal development activities. Thus, over time, acquisitions may reduce organizations' ability to compete successfully in both domestic and international markets. Some (e.g. John Young, 41 President of Hewlett-Packard) have suggested that U.S. industry must expand its R&D efforts if it is to be competitive in the global marketplace. Of concern to John Young is the fact that nondefense R&D outlays in the U.S., as a percentage of overall economic activity, fall significantly below outlays in Japan and West Germany (Clark and Malabre, 1988). As shown in the feedback loop of Figure 1, this entire process tends to be self-reinforcing. In other words, a reduction in managers' commitment to innovation increases the incentives to acquire other firms and to diversify operations through those acquisitions. In this manner, a self-reinforcing cycle evolves. In the 1980s a number of diversified firms have been restructuring and downsizing through divestment of companies acquired previously. Under Jack Welch's leadership at GE, for example, operations valued at $9 billion have been divested while operations worth at least $16 billion have been added. This massive restructuring effort, which resulted in the elimination of over 100,000 jobs (roughly one-fourth of GE's workforce), has created a company that differs significantly from its past (Sherman, 1989). G E now is organized around only 14 distinct businesses (included among these businesses are NBC television, medical systems, aircraft engines, and financial services) (Tichy and Charan, 1989). In theory, divestments of unrelated businesses should result in increased managerial commitment to innovation. If a firm's remaining businesses are more related to the original core business (one that is well understood by top-level managers), a greater emphasis on strategic controls may result. When strategic controls are applied, corporate executives are more likely to focus on long-term projects, and business unit managers are more likely to accept at least measured risk. Measured risk will be accepted by business unit managers because their project proposals will likely be judged on a priori strategic criteria and not solely on post-hoe financial outcomes. In such instances the risk of failure is shared by business unit and corporate-level executives. These outcomes are consistent with Lubatkin's (1988) arguments that mergers between related firms create value. However, not all restructuring necessarily creates a set of core businesses about which top-level managers have strong operating and competitive knowledge. For example, because of market considerations or value, a firm may divest 42 M . A . Hitt, R. E. Hoskisson and R. D. Ireland its original core business (as in the cases of National .Distillers, American Can-now Primerica, and Tenneco). When this occurs the remaining businesses may be more related, but corporate executives could still find it difficult to apply strategic controls unless they are able to develop an improved operating knowledge of those businesses. Furthermore, reductions in organizational size, achieved through divestment, and the creation of greater relatedness are likely to increase the centralization of formal behavioral controls (Mintzberg, 1979), at least in the short term. In turn, centralized and formalized behavioral controls result in standardized behavior across divisions. No reduction in formalized behavioral controls would be realized until size reductions passed some threshold point. Restructuring and divestment often occur to actuate a turnaround. However, the purpose of such a turnaround may produce different effects on managerial commitment to innovation. If a firm is attempting to effect a strategic turnaround (i.e. develop a set of businesses among which there are greater relationships), the likelihood that strategic controls will be implemented is greater (Hofer, 1980). However, in a firm attempting to effect an operating turnaround (achieved through an emphasis on cost reductions, for example), managers are more likely to focus on short-term financial results. In fact, Hambrick (1985) noted that a common means of effecting a turnaround is through cost reductions and financial controls. In these situations he explained that common areas targeted for reductions included R&D, advertising, inventory, and managerial pay. As a consequence, strong financial controls are utilized. Clearly, other variables, such as the purpose for restructuring (described above), may affect managerial commitment to innovation. However, research indicates that the processes associated with acquisitions, the level of diversification, and firm size may be dominant influences. Some of these influences result because of the effect of a firm's size and its level of diversification on the controls used. Philip Morris's acquisition of Kraft Inc. is an interesting example of this phenomenon. Philip Morris is recognized as a master of line extensions (whereby a firm introduces variations of existing products-methol, king, and slim cigarettes, for example) and for its marketing prowess). However, the company is not known for its ability to introduce bold new products to various marketplaces. In fact, some fear that the size created through the merging of Kraft with General Foods (an earlier Philip Morris acquisition) will result in a parade of 'new and improved7versions of yesteryear's products rather than the introduction of new products (Freedman and Gibson, 1988). In this regard, one other issue deserves examination. As noted earlier, the focus in this paper has been on the effect of mergers and acquisitions on managerial commitment to innovation. However, firms might experience a reduction in managerial commitment to innovation if innovation resulting from internal developments increases the firm's size and diversification. However, the strength of these reductions would not be as great as those encountered when increased size and diversification occur because of mergers and acquisitions. First, the amount of managerial energy absorbed may not be less, but managers' energies will likely be focused on strategic control issues related to the core business. Thus, energy absorbed may even foster, or at least not deter, commitment to innovation when increased size and diversification occur through internal development. Furthermore, additional growth and increased diversification achieved through internal developments typically do not require the firm to increase significantly its debt level. When internal development leads to significant growth requiring financing beyond retained earnings, stock issues or bonds may be used. In both cases, specifying strategies in the prospectus to potential stockholders or bondholders may be necessary. Many firms pursuing internal development maintain secrecy regarding new developments in order to achieve a competitive advantage, and thus may avoid external financing. Therefore, pursuit of internal development is likely to require slowerpaced growth that does not necessitate external financing (Biggadike, 1979). Additionally, diversification through internal development is not common. Most successful innovations that were developed internally are those related to firms' current product lines. Innovations unrelated to a firm's current product line may require substantial resources for development of large scale manufacturing and distribution facilities. Such resource commitments may be discouraged in firms pursuing internal develop- Mergers and Acquisitions and Managerial Commitment to Innovation ment (Burgelman, 1983). Also, cultural attributes are likely to be more important in firms that emphasize internal development because it is necessary to encourage support for new ideas (Kerr and Slocum, 1987; Ouchi, 1979). Thus, although substantial increases in size and diversification, achieved through internal development, may ultimately discourage managerial commitment to innovation, it is much more likely that reductions in commitments to innovation will occur through external acquisition. RESEARCH AND CONCLUSIONS Empirical research is required t o investigate all of the critical research questions-including the final, more speculative issue-that have been posed in this paper. Despite the importance of the primary topic examined herein, a comprehensive review of the research prepared for the National Science Foundation by Charles River Associates uncovered only a small amount of work concerned with the direct link between merger and acquisition activity and commitment to innovation. They concluded that 'there is no theoretical o r unambiguous empirical evidence in the economics and business literature . . . that mergers have significant direct effects, positive o r negative, upon the level, composition, or productivity of R & D activity' (Charles River Associates, 1987: 40). Thus, the work reported herein is a theoretical contribution to the literature examining this relationship. The important relationship between mergers and acquisitions and investments in R & D was examined in two recent studies. Hitt, Hoskisson, Ireland and Harrison (1989) found that acquisitions had a negative effect on R & D intensity at the corporate level. Although firms increased their R & D intensity following acquisitions in a sample of 191 acquisitions, this increase was due primarily to industry increases in R & D expenditures. Those firms pursuing growth through acquisition were less R&D-intensive than their industry counterparts. Hitt et al.'s (1989) findings also provided evidence that higher debt, larger size, and greater diversification contributed to the lower level of relative R & D intensity in acquisitive growth firms. A study by Hall (1988) reported no evidence of reduced R & D investment for firms engaging 43 in acquisitive growth. The Hall study, however, did not control for several variables (e.g. diversification, leverage) found to be critical by Hitt et al. (1989) and suggested to be important herein (e.g. control systems). Nonetheless, her findings indicated that acquisitions often involved firms in mature industries where R & D expenditures may not play a critical role. The results of these two studies (Hitt et al., 1989; Hall, 1988) may suggest that firms pursuing growth through acquisition reduce their commitment to innovation by purchasing businesses in less R&D-intensive environments. Furthermore, this supports the argument that firms use acquisitions as a substitute for innovation since they can move into markets that are new to the firm but that d o not require innovation. This outcome is even more likely as a firm completes more acquisitions (see the feedback loop in Figure 1). Another study that is related indirectly to this research stream examined R & D intensity before and after restructuring (Hoskisson and Johnson, 1989). Hoskisson and Johnson found that restructuring firms increased their level of R & D intensity in the post-restructuring period (controlling for size, industry R & D expenditures, debt, ownership concentration, and current liquidity). In addition, findings suggested that firms typically reduce their level of diversification in the post-restructuring period. A s Figure 1 proposes, a reduced level of diversification may lead to greater use of strategic controls, thereby increasing managerial commitment to innovation. Restructuring may be a way of overcoming the feedback loop from managerial commitment t o innovation that leads to further acquisition activity (see Figure 1). Another study (Amit, Livnatt, and Zarowin, 1989) also supported that feedback loop shown in Figure 1. Their results indicated that the greater the proportion of assets purchased through acquisitions the more desirable it became to expand through acquisitions rather than through capital expenditures. In summary, the recent research seems to support the model proposed herein. The results of these studies suggest that firms engaging in acquisition activity may reduce their commitment to innovation (as measured by R & D intensity). Repeated activity further reduces managers' commitment to innovation and may lead to acquisitions of firms in non-R&D-intense industries, thereby avoiding innovation (Constable, 1986). 44 M . A . Hitt, R. E. Hoskisson and R. D. Ireland Although these few studies cited above represent a partial test of the model presented in this paper, additional research is required. The findings described briefly above indicate some correspondence to the model in that acquisition activity, diversification, and debt appear to affect managerial commitment to innovation. However, acquisitions, as a substitute for innovation, managerial energy absorption, and a test of whether reduced commitment to innovation increases acquisition activity (feedback loop) should be addressed more directly in future empirical work. Also, direct field studies measuring the control system effects require formulation and execution. Furthermore, although R & D intensity is a useful archival measure of managerial commitment to innovation, R & D expenditures do not fully represent the level of managerial commitment to innovation. It is anticipated that more sophisticated field indicators of commitment to innovation will be found through the conduct of field studies of both product and process initiatives. Therefore, in addition to archival measures, we propose that field research be developed to measure managerial commitment to innovation. Additionally, as suggested above, future field research should use direct measures of control system attributes as well as process issues such as managerial energy absorption. Future research should also examine alternative strategies to acquisitions and internal development. For example, we should study the conditions under which joint ventures and the purchase of innovation from external sources become attractive alternatives. Of course, acquisitions may be undertaken without an intent to affect commitment t o innovation. As Fowler and Schmidt's (1989) work suggested, some firms, as compared to others, may be superior at the acquisition process because of previous experience. Other firms may find the acquisition process necessary to compete in a globalizing economy (Ghosal, 1987). 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'Management utility maximization under uncertainty', Econonzica, 60, 1973, pp. 155-173. http://www.jstor.org LINKED CITATIONS - Page 1 of 8 - You have printed the following article: Mergers and Acquisitions and Managerial Commitment to Innovation in M-Form Firms Michael A. Hitt; Robert E. Hoskisson; R. Duane Ireland Strategic Management Journal, Vol. 11, Special Issue: Corporate Entrepreneurship. (Summer, 1990), pp. 29-47. Stable URL: http://links.jstor.org/sici?sici=0143-2095%28199022%2911%3C29%3AMAAAMC%3E2.0.CO%3B2-R This article references the following linked citations. If you are trying to access articles from an off-campus location, you may be required to first logon via your library web site to access JSTOR. Please visit your library's website or contact a librarian to learn about options for remote access to JSTOR. References The Mode of Corporate Diversification: Internal Ventures versus Acquisitions Raphael Amit; Joshua Livnat; Paul Zarowin Managerial and Decision Economics, Vol. 10, No. 2. (Jun., 1989), pp. 89-100. Stable URL: http://links.jstor.org/sici?sici=0143-6570%28198906%2910%3A2%3C89%3ATMOCDI%3E2.0.CO%3B2-3 The Prognostics of Diversifying Acquisitions Srinivasan Balakrishnan Strategic Management Journal, Vol. 9, No. 2. (Mar. - Apr., 1988), pp. 185-196. Stable URL: http://links.jstor.org/sici?sici=0143-2095%28198803%2F04%299%3A2%3C185%3ATPODA%3E2.0.CO%3B2-9 Diversification Strategy and R&D Intensity in Multiproduct Firms Barry Baysinger; Robert E. Hoskisson The Academy of Management Journal, Vol. 32, No. 2. (Jun., 1989), pp. 310-332. Stable URL: http://links.jstor.org/sici?sici=0001-4273%28198906%2932%3A2%3C310%3ADSARII%3E2.0.CO%3B2-Z The Visible and the Invisible Hand: Resource Allocation in the Industrial Sector Richard A. Bettis; C. K. 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Lecraw The Journal of Industrial Economics, Vol. 33, No. 2. (Dec., 1984), pp. 179-198. Stable URL: http://links.jstor.org/sici?sici=0022-1821%28198412%2933%3A2%3C179%3ADSAP%3E2.0.CO%3B2-H Firm Size and Efficient Entrepreneurial Activity: A Reformulation of the Schumpeter Hypothesis Albert N. Link The Journal of Political Economy, Vol. 88, No. 4. (Aug., 1980), pp. 771-782. Stable URL: http://links.jstor.org/sici?sici=0022-3808%28198008%2988%3A4%3C771%3AFSAEEA%3E2.0.CO%3B2-9 Merger Strategies and Capital Market Risk Michael Lubatkin; Hugh M. O'Neill The Academy of Management Journal, Vol. 30, No. 4. (Dec., 1987), pp. 665-684. Stable URL: http://links.jstor.org/sici?sici=0001-4273%28198712%2930%3A4%3C665%3AMSACMR%3E2.0.CO%3B2-Y http://www.jstor.org LINKED CITATIONS - Page 6 of 8 - R & D and the Directions of Diversification James M. MacDonald The Review of Economics and Statistics, Vol. 67, No. 4. (Nov., 1985), pp. 583-590. Stable URL: http://links.jstor.org/sici?sici=0034-6535%28198511%2967%3A4%3C583%3AR%26DATD%3E2.0.CO%3B2-M Composition of R and D Expenditures: Relationship to Size of Firm, Concentration, and Innovative Output Edwin Mansfield The Review of Economics and Statistics, Vol. 63, No. 4. (Nov., 1981), pp. 610-615. Stable URL: http://links.jstor.org/sici?sici=0034-6535%28198111%2963%3A4%3C610%3ACORADE%3E2.0.CO%3B2-0 Mergers and Market Share Dennis C. Mueller The Review of Economics and Statistics, Vol. 67, No. 2. (May, 1985), pp. 259-267. Stable URL: http://links.jstor.org/sici?sici=0034-6535%28198505%2967%3A2%3C259%3AMAMS%3E2.0.CO%3B2-X A Conceptual Framework for the Design of Organizational Control Mechanisms William G. Ouchi Management Science, Vol. 25, No. 9. (Sep., 1979), pp. 833-848. Stable URL: http://links.jstor.org/sici?sici=0025-1909%28197909%2925%3A9%3C833%3AACFFTD%3E2.0.CO%3B2-L Strategies and Structures for Diversification Robert A. Pitts The Academy of Management Journal, Vol. 20, No. 2. (Jun., 1977), pp. 197-208. Stable URL: http://links.jstor.org/sici?sici=0001-4273%28197706%2920%3A2%3C197%3ASASFD%3E2.0.CO%3B2-C The Hubris Hypothesis of Corporate Takeovers Richard Roll The Journal of Business, Vol. 59, No. 2, Part 1. (Apr., 1986), pp. 197-216. Stable URL: http://links.jstor.org/sici?sici=0021-9398%28198604%2959%3A2%3C197%3ATHHOCT%3E2.0.CO%3B2-8 http://www.jstor.org LINKED CITATIONS - Page 7 of 8 - Inertia, Environments, and Strategic Choice: A Quasi-Experimental Design for Comparative-Longitudinal Research Elaine Romanelli; Michael L. Tushman Management Science, Vol. 32, No. 5, Organization Design. (May, 1986), pp. 608-621. Stable URL: http://links.jstor.org/sici?sici=0025-1909%28198605%2932%3A5%3C608%3AIEASCA%3E2.0.CO%3B2-T Firm Size, Market Structure, Opportunity, and the Output of Patented Inventions F. M. Scherer The American Economic Review, Vol. 55, No. 5, Part 1. (Dec., 1965), pp. 1097-1125. 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Carleton The Journal of Industrial Economics, Vol. 32, No. 3. (Mar., 1984), pp. 293-312. Stable URL: http://links.jstor.org/sici?sici=0022-1821%28198403%2932%3A3%3C293%3ATROMSI%3E2.0.CO%3B2-P http://www.jstor.org LINKED CITATIONS - Page 8 of 8 - Doing a Deal: Merger and Acquisition Negotiations and Their Impact Upon Target Company Top Management Turnover James P. Walsh Strategic Management Journal, Vol. 10, No. 4. (Jul. - Aug., 1989), pp. 307-322. Stable URL: http://links.jstor.org/sici?sici=0143-2095%28198907%2F08%2910%3A4%3C307%3ADADMAA%3E2.0.CO%3B2-V Corporate Finance and Corporate Governance Oliver E. Williamson The Journal of Finance, Vol. 43, No. 3, Papers and Proceedings of the Forty-Seventh Annual Meeting of the American Finance Association, Chicago, Illinois, December 28-30, 1987. (Jul., 1988), pp. 567-591. Stable URL: http://links.jstor.org/sici?sici=0022-1082%28198807%2943%3A3%3C567%3ACFACG%3E2.0.CO%3B2-5 Managerial Utility Maximization under Uncertainty G. K. 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